<page>
Exhibit 4.6.7
WARRANT
THIS WARRANT AND THE SECURITIES PURCHASABLE HEREUNDER HAVE NOT BEEN
REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR UNDER
ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR
OTHERWISE
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS, UNLESS THE
PROPOSED
TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES
ACT OR
REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES
LAWS.
GLOBAL RESOURCE CORPORATION
WARRANT
No. ___
December 21, 2007
THIS CERTIFIES that, for value received, PROFESSIONAL OFFSHORE
OPPORTUNITY FUND LTD., or its permitted assigns (the "Holder"),
shall be
entitled to subscribe for and purchase from GLOBAL RESOURCE
CORPORATION, a
Nevada corporation (the "Corporation"), Six Hundred Twenty Five
Thousand
(625,000) shares (subject to adjustment as provided herein, the
"Warrant
Shares") of the Corporation's Common Stock at the exercise price
determined
below (the "Exercise Price" or the "Exercise Price Per Share") for
each Warrant
Share, during the Exercise Period (as defined in Section 1),
pursuant to the
terms and subject to the conditions of this Warrant. Certain terms
used in this
Warrant are defined in Section 4. The Corporation represents and
warrants that
the Warrant Shares, if issued on the date of this Warrant, would
represent 0.55%
of the Corporation's issued and outstanding shares of Common Stock.
The Exercise
Price or the Exercise Price Per Share shall be $1.50, in all events
subject to
further adjustment as provided herein.
As used herein, the term "Common Stock" shall mean (i) the class
of
stock designated above or (ii) any other class of stock resulting
from
successive changes or reclassifications of such Common Stock
consisting solely
of changes in par value, or from par value to no par value or from
no par value
to par value. In the event the Corporation shall, after the date
hereof, issue
securities of greater or superior voting rights than the shares of
Common Stock
outstanding as of the date hereof, the Holder, at its option, may
receive upon
exercise of any Warrant either Common Stock or a like number of
such securities
with greater or superior voting rights.
Notwithstanding the provisions of this Warrant, in no event (except
(i)
as specifically provided in the Warrant as an exception to this
provision, (ii)
during the forty-five (45) day period prior to the expiration of
the Exercise
Period, or (iii) while there is outstanding a tender offer for any
or all of the
shares of the Corporation's Common Stock) shall the Holder be
entitled to
<page>
exercise this Warrant, or the Corporation have the obligation to
issue shares
upon such exercise of all or any portion of this Warrant to the
extent that,
after such exercise the sum of (1) the number of shares of Common
Stock
beneficially owned by the Holder and its Affiliates (other than
shares of Common
Stock which may be deemed beneficially owned through ownership of
the
unexercised portion of the Warrants or other right to purchase
Common Stock or
through the ownership of the unconverted portion of convertible
securities), and
(2) the number of shares of Common Stock issuable upon the exercise
of the
Warrants with respect to which the determination of the proviso is
being made,
would result in beneficial ownership by the Holder and its
Affiliates of more
than 4.99% of the outstanding shares of Common Stock (after taking
into account
the shares to be issued to the Holder upon such exercise). For
purposes of the
proviso to the immediately preceding sentence, beneficial ownership
shall be
determined in accordance with Section 12(d) of the Securities
Exchange Act of
1934, as amended except as otherwise provided in clause (1) of such
sentence.
Section 1.
EXERCISE PERIOD.
This Warrant may be exercised in whole or in part by the Holder at
any
time after the date hereof until 5:00 p.m. Eastern Time on December
21, 2012
(such period being herein referred to as the "Exercise Period").
The Corporation
agrees to use reasonable efforts to mail to the original Holder by
certified
mail, return receipt requested, notice of the expiration date of
this Warrant,
no later than 15 days prior to such date, but failure to provide
notice will not
extend the Exercise Period.
2
<page>
Section 2.
EXERCISE OF WARRANT.
(a) The rights represented by this Warrant may be exercised, in
whole
or in any part (but not as to a fractional share of Common Stock),
by (i) the
surrender of this Warrant (properly endorsed) at the principal
office of the
Corporation at Bloomfield Business Park, 408 Bloomfield Dr. Unit 3,
West Berlin,
New Jersey 08091 (or at such other agency or office of the
Corporation in the
United States of America as it may designate by notice in writing
to the Holder
at the address of the Holder appearing on the books of the
Corporation), (ii)
delivery to the Corporation of a notice of election to exercise in
the form of
Exhibit A, and (iii) either (a) payment to the Corporation by cash,
wire
transfer funds or check in an amount equal to the then applicable
Exercise Price
Per Share multiplied by the number of Warrant Shares then being
purchased, or,
(b) alternatively, in the event that a registration statement filed
under the
Securities Act of 1933, as amended, covering the Common Stock
issuable upon
exercise of this Warrant is not effective on or before June 30,
2008, and for so
long as any such registration statement remains not effective, the
Holder may
exercise its right during the Exercise Period to receive Warrant
Shares on a net
basis such that, without any payment of funds by the Holder, the
Holder receives
that number of Warrant Shares otherwise issuable upon exercise of
its Warrants
less the number of Warrant Shares having an aggregate Market Price
at the time
of exercise equal to the aggregate Exercise Price Per Share that
would otherwise
have been payable by the Holder of all such Warrant Shares.
(b) Each date on which this Warrant is surrendered and on which
payment
of the Exercise Price is made in accordance with Section 2(a) above
is referred
to as an "Exercise Date." Simultaneously with each exercise, the
Corporation
shall issue and deliver a certificate or certificates for the
Warrant Shares
being purchased pursuant to such exercise, registered in the name
of the Holder
or the Holder's designee, to such Holder or designee, as the case
may be. If
such exercise shall not have been for the full number of the
Warrant Shares,
then the Corporation shall issue and deliver to the Holder a new
Warrant,
registered in the name of the Holder, of like tenor to this
Warrant, for the
balance of the Warrant Shares.
(c) The person in whose name any certificate for shares of Common
Stock
is issued or issuable upon any exercise shall for all purposes be
deemed to have
become the holder of record of such shares as of the Exercise Date.
The
Corporation shall pay all documentary, stamp or other transactional
taxes
attributable to the issuance or delivery of shares of Common Stock
upon exercise
of all or any part of this Warrant; provided, however, that the
Corporation
shall not be required to pay taxes which may be payable in respect
of any
transfer involved in the issuance or delivery of any certificate
for such shares
in a name other than that of the Holder to the extent such taxes
would exceed
the taxes otherwise payable if such certificate had been issued to
the Holder.
No fractional shares of Common Stock will be issued in connection
with
any exercise hereunder, but in lieu of such fractional shares, the
Corporation
shall make a cash payment therefor equal in amount to the product
of the
applicable fraction multiplied by the current Market Price per
share of Common
Stock.
3
<page>
(d) This Warrant and the Warrant Shares are covered by and are
entitled
to the benefits of that certain Registration Rights Agreement dated
the date
hereof between the Corporation and the Holder.
Section 3. ANTIDILUTION PROVISIONS. The number of shares of
Common
Stock purchasable on exercise of this Warrant and payment of the
Exercise Price
shall be subject to adjustment from time to time as provided in
this Section 3:
(a) ISSUANCE OF ADDITIONAL COMMON STOCK. If the Corporation, at
any
time or from time to time after the date of this Warrant, shall
issue, sell,
grant, or shall fix a record date for the determination of holders
of any class
of securities entitled to receive, shares of Common Stock, whether
in a direct
issuance of Common Stock or through the exercise or conversion of
any
convertible security, warrant, option, note or other instrument, at
a price per
share that is less than the Exercise Price on the date the
Corporation fixes the
offering price of such additional shares of Common Stock (a
"Dilutive Issuance")
then the Exercise Price shall be reduced as of such date, to a
price equal to
the lowest price per share received or to be received by the
Corporation in such
Dilutive Issuance, and if no such price is specified, such price
shall be deemed
to be $1.00.
(b) TREATMENT OF OPTIONS AND CONVERTIBLE SECURITIES. If the
Corporation, at any time or from time to time after the date of
this Warrant,
shall issue, sell, grant or assume, or shall fix a record date for
the
determination of holders of any class of securities entitled to
receive, any
Options (defined below) or Convertible Securities (defined below),
then, and in
each such case, the maximum number of shares of Common Stock (as
set forth in
the instrument relating thereto, without regard to any provisions
contained
therein for a subsequent adjustment of such number and whether or
not the right
to convert or exchange or exercise is immediate or conditioned upon
the passage
of time, the occurrence or non-occurrence of some event or
otherwise) issuable
upon the exercise of such Options or, in the case of Convertible
Securities and
options therefor, the conversion or exchange of such Convertible
Securities,
shall be deemed to be shares of Common Stock issued and
consequently give rise
to adjustment as, and to the extent, provided in paragraph (a) as
of the time of
such issue, sale, grant or assumption or, in case such a record
date shall have
been fixed, as of the close of business on such record date;
PROVIDED that, in
each such case no further adjustment to the Exercise Price shall be
made upon
the subsequent issue or sale of shares of Common Stock upon the
exercise of such
Options or the conversion or exchange of such Convertible
Securities.
(c) CHANGE IN CAPITAL STOCK. If the Corporation (i) pays a dividend
or
makes a distribution on its Common Stock in shares of its Common
Stock, (ii)
subdivides its outstanding shares of Common Stock into a greater
number of
shares, (iii) combines its outstanding shares of Common Stock into
a smaller
number of shares, or (iv) issues by reclassification of its Common
Stock any
shares of its capital stock, then in each case the Exercise Price
in effect
immediately prior to such action shall be proportionately adjusted
so that the
Holder of any Warrant exercised thereafter may receive the
aggregate number and
kind of shares of capital stock of the Corporation which he would
have owned
immediately following such action if such Warrant had been
exercised immediately
prior to such action.
4
<page>
The adjustment as provided in this paragraph (c) shall become
effective
immediately after the record date in the case of a dividend or
distribution and
immediately after the effective date in the case of a subdivision,
combination
or reclassification. If after an adjustment, a Holder of a Warrant,
upon its
exercise, may receive shares of two or more classes of capital
stock of the
Corporation, the Corporation shall determine the allocation of the
adjusted
Exercise Price between the classes of capital stock. After such
allocation, the
exercise privilege and the exercise price of each such class of
capital stock
shall thereafter be subject to adjustment on terms comparable to
those
applicable to Common Stock in this Section 3.
(d) DILUTION IN CASE OF OTHER SECURITIES. In case any Other
Securities
(as defined in Section 4) shall be issued or sold or shall become
subject to
issue or sale upon the conversion or exchange of any securities of
the
Corporation or to subscription, purchase or other acquisition
pursuant to any
Options issued or granted by the Corporation such as to dilute, on
a basis to
which the standards established in the other provisions of this
Section 3 are
applicable, then, and in each such case, the computations,
adjustments and
readjustments provided for in this Section 3 shall be made as
nearly as possible
in the manner so provided and applied to determine the amount of
Other
Securities from time to time receivable upon the exercise of the
Warrants, so as
to protect the Holder against the effect of such dilution.
(e) OTHER CHANGES IN COMMON STOCK. If the Corporation shall be a
party
to any Significant Corporate Event (as defined in section 4) in
which the
previously outstanding shares of Common Stock shall be changed into
or exchanged
for different securities of the Corporation or common stock or
other securities
of another corporation or interests in a noncorporate entity or
other property
(including cash) or any combination of any of the foregoing, as a
condition of
the consummation of such Significant Corporate Event, lawful and
adequate
provisions shall be made so that (1) the Holder, upon the exercise
hereof at any
time prior to the date such Significant Corporate Event is
consummated (the
"Consummation Date"), shall be entitled to receive, and this
Warrant shall
thereafter represent the right to receive, in lieu of the Warrant
Shares
issuable upon such exercise prior to the Consummation Date, the
amount of
securities or other property to which the Holder would actually
have been
entitled as a holder of Common Stock upon the consummation of such
a Significant
Corporate Event if the Holder had exercised this Warrant
immediately prior
thereto (subject to adjustments from and after the Consummation
Date as nearly
equivalent as possible to the adjustments provided for in this
Section 3), or
(2) in the case of a Significant Corporate Event in which the
Corporation is not
the survivor, if so elected by the Holder, the Holder shall be
entitled to
receive on the Consummation Date in cancellation of this Warrant,
the amount of
securities or other property to which the Holder would actually
have been
entitled as a holder of Common Stock upon consummation of such
Significant
Corporate Event if the Holder had exercised this Warrant
immediately prior
thereto and had paid the Exercise Price therefor.
5
<page>
Notwithstanding anything contained herein to the contrary, unless
the
Holder makes an election under clause (2) above, the Corporation
shall not
effect any Significant Corporate Event unless prior to the
consummation thereof
each acquiring corporation or other person which may be required to
deliver any
securities or other property upon the exercise of this Warrant
shall assume, by
written instrument delivered to the Holder, the obligation to
deliver to the
Holder such securities or other property to which, in accordance
with the
foregoing provisions, the Holder may be entitled and an opinion of
counsel
reasonably satisfactory, which opinion shall state that this
Warrant, including,
without limitation, the exercise and anti-dilution provisions
applicable to this
Warrant, if any, shall thereafter continue in full force and effect
and shall be
enforceable against such acquiring corporation or other person in
accordance
with the terms hereof.
(f) OTHER DIVIDENDS OR OTHER DISTRIBUTIONS. If the Corporation
declares
a dividend or other distribution upon its capital stock, other than
a dividend
payable in shares of Common Stock, then the Corporation shall pay
over to the
Holder, on the dividend payment date, the cash, stock or Other
Securities and
other property which the Holder would have received if the Holder
had exercised
this Warrant in full and had been the record holder of the Warrant
Shares
represented by this Warrant on the date on which a record is taken
for the
purpose of such dividend, or, if a record is not taken, the date as
of which the
holders of such capital stock of record entitled to such dividend
are to be
determined, PROVIDED THAT, in the case of a dividend consisting of
stock or
securities (other than shares of Common Stock, Options or
Convertible
Securities) or other property (except cash), the Holder may, at its
option,
elect that instead, lawful and adequate provisions shall be made
(including
without limitation any necessary reduction in the Exercise Price)
whereby the
Holder shall thereafter have the right to receive, upon exercise of
this Warrant
on the terms and conditions specified in this Warrant and in
addition to the
Warrant Shares issuable upon such exercise, such shares of stock,
securities or
property; provided, further, however, that the Holder in each such
instance
shall not have the right to receive any such dividend or
distribution unless and
until it exercises the conversion of the Warrant.
(g) ADJUSTMENT OF NUMBER OF SHARES. Upon each adjustment in the
Exercise Price, the number of Warrant Shares purchasable hereunder
shall be
adjusted to the nearest whole share to the product obtained by
multiplying the
number of Warrant Shares purchasable immediately prior to such
adjustment in the
Exercise Price by a fraction, the numerator of which shall be the
Exercise Price
immediately
